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Prospectus COOPER INDUSTRIES PLC - 9-19-2012

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Prospectus COOPER INDUSTRIES PLC - 9-19-2012 Powered By Docstoc
					                                                                                                                                Filed by Cooper Industries plc
                                                                                                         pursuant to Rule 425 under the Securities Act of 1933
                                                                                                                      and deemed filed pursuant to Rule 14a-6
                                                                                                                    under the Securities Exchange Act of 1934
                                                                                                   Subject Company: Cooper Industries plc; Eaton Corporation
                                                                                                                                Filer’s SEC File No.: 1-31330
                                                                                                                                     Date: September 19, 2012




September 19, 2012

Dear Cooper Shareholder,
On May 21, 2012, Eaton Corporation (“Eaton”) and Cooper Industries plc (“Cooper”) announced that they had entered into a definitive
agreement pursuant to which Eaton Corporation Limited (through the formation of a new holding company incorporated in Ireland that will be
renamed Eaton Corporation plc) (“New Eaton”) will acquire Cooper and Eaton (the “Transaction”). On September 6, 2012, New Eaton filed
with the SEC Amendment No. 4 to its registration statement on Form S-4 in connection with the Transaction, which was declared effective on
September 7, 2012. The definitive joint proxy statement of Eaton and Cooper that also serves as the prospectus of New Eaton, and which forms
a part of the Form S-4, was filed by each of Eaton, Cooper and New Eaton on September 14, 2012 (the “Joint Proxy Statement/Prospectus”).
The Joint Proxy Statement/Prospectus is included along with this letter.

As Cooper is an Irish incorporated company, the Transaction is subject to the Irish Takeover Rules. In accordance with the Irish Takeover
Rules, where Eaton or Cooper give earnings guidance (known as a profit forecast under the Irish Takeover Rules), that profit forecast must be
repeated in the proxy statement sent to Cooper shareholders and certain attestations to that profit forecast must also be provided.

As both Eaton and Cooper have previously publicly disclosed profit forecasts for the financial year ending December 31, 2012, these profit
forecasts have been repeated in the Joint Proxy Statement/Prospectus on pages 284 and 286 respectively, and also are repeated in this letter.
Accordingly, included with this letter are reports from:
 •    Eaton’s auditor, Ernst & Young LLP, confirming that the profit forecast has been properly compiled on the basis of the assumptions set
      out in the profit forecast and the basis of accounting used is consistent with the accounting policies of Eaton, and Eaton’s financial
      advisers, Morgan Stanley & Co. Limited and Citigroup Global Markets Limited, confirming that they consider that the Eaton profit
      forecast has been made with due care and consideration; and
 •    Cooper’s auditor, Ernst & Young LLP, confirming that the profit forecast has been properly compiled on the basis of the assumptions
      made by the directors of Cooper and the basis of accounting used is consistent with the accounting policies of Cooper, and Cooper’s
      financial adviser, Goldman Sachs & Co., confirming that it considers that the Cooper profit forecast has been made with due care and
      consideration.

Very truly yours,




Alexander M. Cutler                                                         Kirk S. Hachigian
Chairman and Chief Executive Officer                                        Chairman, President and Chief Executive Officer
Eaton Corporation                                                           Cooper Industries plc
Unless otherwise defined in this communication, capitalized terms shall have the meaning given to them in the Joint Proxy
Statement/Prospectus.

No Offer or Solicitation
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an
invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Transaction or
otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of
securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Important Additional Information has been and will be Filed with the SEC
New Eaton has filed with the SEC a registration statement on Form S-4, which includes the Joint Proxy Statement of Eaton and Cooper that
also constitutes a Prospectus of New Eaton. Eaton and Cooper have mailed to their respective shareholders (and to Cooper Equity Award
Holders for information only) the definitive Joint Proxy Statement/Prospectus (including the Scheme) in connection with the transaction.
INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING
THE SCHEME) AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY BECAUSE
THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT EATON, COOPER, NEW EATON, THE
TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the Joint Proxy
Statement/Prospectus (including the Scheme) and other documents filed with the SEC by New Eaton, Eaton and Cooper through the website
maintained by the SEC at www.sec.gov. In addition, investors and shareholders may obtain free copies of the Joint Proxy Statement/Prospectus
(including the Scheme) and other documents filed by Eaton and New Eaton with the SEC by contacting Investor Relations at Eaton at Eaton
Corporation, 1111 Superior Avenue, Cleveland, OH 44114 or by calling +1 (888) 328-6647, and may obtain free copies of the Joint Proxy
Statement/Prospectus (including the Scheme) and other documents filed by Cooper by contacting Cooper Investor Relations at c/o Cooper US,
Inc., P.O. Box 4466, Houston, Texas 77210 or by calling (713) 209-8400.

Participants in the Solicitation
Cooper, Eaton and New Eaton and their respective directors and executive officers may be deemed to be participants in the solicitation of
proxies from the respective shareholders of Cooper and Eaton in respect of the transaction contemplated by the Joint Proxy
Statement/Prospectus. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the
respective shareholders of Cooper and Eaton in connection with the proposed transaction, including a description of their direct or indirect
interests, by security holdings or otherwise, is set forth in the Joint Proxy Statement/Prospectus. Information regarding Cooper’s directors and
executive officers is contained in Cooper’s Annual Report on Form 10-K for the year ended December 31, 2011 and its Proxy Statement on
Schedule 14A, dated March 13, 2012, which are filed with the SEC. Information regarding Eaton’s directors and executive officers is contained
in Eaton’s Annual Report on Form 10-K for the year ended December 31, 2011 and its Proxy Statement on Schedule 14A, dated March 16,
2012, which are filed with the SEC.

Statements Required by the Takeover Rules
The directors of Cooper accept responsibility for the information contained in this communication relating to Cooper, its Associates and the
directors of Cooper and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and
belief of the directors of Cooper (who have taken all reasonable care to ensure such is the case), the information contained in this
communication for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of
such information.
The directors of Eaton accept responsibility for the information contained in this communication, other than that relating to Cooper, its
Associates and the directors of Cooper and members of their immediate families, related trusts and persons connected with them. To the best of
the knowledge and belief of the directors of Eaton (who have taken all reasonable care to ensure such is the case), the information contained in
this communication for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of
such information.

Under the provisions of Rule 8.3 Irish Takeover Rules, if any person is, or becomes, ‘interested’ (directly or indirectly) in, 1%, or more of any
class of ‘relevant securities’ of Cooper or Eaton, all ‘dealings’ in any ‘relevant securities’ of Cooper or Eaton (including by means of an option
in respect of, or a derivative referenced to, any such ‘relevant securities’) must be publicly disclosed by not later than 3:30 pm (Dublin time) on
the business day following the date of the relevant transaction. This requirement will continue until the date on which the Scheme becomes
effective or on which the ‘offer period’ otherwise ends. If two or more persons co-operate on the basis of any agreement, either express or tacit,
either oral or written, to acquire an ‘interest’ in ‘relevant securities’ of Cooper or Eaton, they will be deemed to be a single person for the
purpose of Rule 8.3 of the Irish Takeover Rules.

Morgan Stanley and Citi are acting for Eaton and no one else in connection with the Transaction and will not be responsible to anyone other
than Eaton for providing the protections afforded to clients of Morgan Stanley or Citi or for providing advice in relation to the Transaction, the
contents of this communication or any transaction or arrangement referred to herein.

Goldman Sachs is acting exclusively for Cooper and no one else in connection with the Transaction and will not be responsible to anyone other
than Cooper for providing the protections afforded to clients of Goldman Sachs or for providing advice in relation to the Transaction, the
contents of this communication or any transaction or arrangement referred to herein.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR INDIRECTLY) IN WHOLE OR IN PART, IN OR INTO
ANY JURISDICTION WHERE THIS WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

The directors of Eaton confirm, as at the date of this document, that the Eaton Profit Forecast remains valid and each of Ernst & Young LLP,
Morgan Stanley & Co. Limited and Citigroup Global Markets Limited have indicated that they have no objection to their reports on such
forecast continuing to apply.

About Eaton
Eaton is a diversified power management company with more than 100 years of experience providing energy-efficient solutions that help our
customers effectively manage electrical, hydraulic and mechanical power. With 2011 revenues of $16.0 billion, Eaton is a global technology
leader in electrical components, systems and services for power quality, distribution and control; hydraulics components, systems and services
for industrial and mobile equipment; aerospace fuel, hydraulics and pneumatic systems for commercial and military use; and truck and
automotive drivetrain and powertrain systems for performance, fuel economy and safety. Eaton has approximately 73,000 employees and sells
products to customers in more than 150 countries.

About Cooper
Cooper is a diversified global manufacturer of electrical components and tools, with 2011 revenues of $5.4 billion. Founded in 1833, Cooper’s
sustained success is attributable to a constant focus on innovation and evolving business practices, while maintaining the highest ethical
standards and meeting customer needs. Cooper has seven operating divisions with leading positions and world-class products and brands
including Bussmann electrical and electronic fuses; Crouse-Hinds and CEAG explosion-proof electrical equipment; Halo and Metalux lighting
fixtures; and Kyle and McGraw-Edison power systems products. With this broad range of products, Cooper is uniquely positioned for several
long term growth trends including the global infrastructure build out,
the need to improve the reliability and productivity of the electric grid, the demand for higher energy-efficient products and the need for
improved electrical safety. In 2011, 62 percent of total sales were to customers in the industrial and utility end-markets and 40 percent of total
sales were to customers outside the United States. Cooper has manufacturing facilities in 23 countries as of 2011.

Eaton Safe Harbor Statement
This communication may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995
concerning Eaton, Eaton Corporation Limited (in the process of converting to a public limited company), the Transaction and other transactions
contemplated by the Transaction Agreement, our acquisition financing, our long-term credit rating and our revenues and operating earnings.
These statements or disclosures may discuss goals, intentions and expectations as to future trends, plans, events, results of operations or
financial condition, or state other information relating to Eaton or Eaton Corporation Limited (in the process of converting to a public limited
company), based on current beliefs of management as well as assumptions made by, and information currently available to, management.
Forward-looking statements generally will be accompanied by words such as “anticipate,” “believe,” “plan,” “could,” “estimate,” “expect,”
“forecast,” “guidance,” “intend,” “may,” “possible,” “potential,” “predict,” “project” or other similar words, phrases or expressions. These
forward-looking statements are subject to various risks and uncertainties, many of which are outside of our control. Therefore, you should not
place undue reliance on such statements. Factors that could cause actual results to differ materially from those in the forward-looking
statements include adverse regulatory decisions; failure to satisfy other closing conditions with respect to the Transaction; the risks that the new
businesses will not be integrated successfully or that we will not realize estimated cost savings and synergies; our ability to refinance the bridge
loan on favorable terms and maintain our current long-term credit rating; unanticipated changes in the markets for our business segments;
unanticipated downturns in business relationships with customers or their purchases from Eaton; competitive pressures on our sales and
pricing; increases in the cost of material, energy and other production costs, or unexpected costs that cannot be recouped in product pricing; the
introduction of competing technologies; unexpected technical or marketing difficulties; unexpected claims, charges, litigation or dispute
resolutions; new laws and governmental regulations. The foregoing list of factors is not exhaustive. You should carefully consider the
foregoing factors and the other risks and uncertainties that affect our business described in our Annual Report on Form 10-K, Quarterly Reports
on Form 10-Q, Current Reports on Form 8-K and other documents filed from time to time with the SEC. We do not assume any obligation to
update these forward-looking statements.

Cooper Safe Harbor Statement
This communication may contain forward-looking statements concerning the Transaction, our long-term credit rating and our revenues and
operating earnings. These statements or disclosures may discuss goals, intentions and expectations as to future trends, plans, events, results of
operations or financial condition, or state other information relating to Cooper, based on current beliefs of management as well as assumptions
made by, and information currently available to, management. Forward-looking statements generally will be accompanied by words such as
“anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “guidance,” “intend,” “may,” “possible,” “potential,” “predict,” “project” or
other similar words, phrases or expressions. These statements should be used with caution. They are subject to various risks and uncertainties,
many of which are outside of our control. Factors that could cause actual results to differ materially from those in the forward-looking
statements include adverse regulatory decisions; failure to satisfy other closing conditions with respect to the Transaction; the risks that the new
businesses will not be integrated successfully or that we will not realize estimated cost savings and synergies; unanticipated changes in the
markets for our business segments; unanticipated downturns in business relationships with customers or their purchases from Cooper;
competitive pressures on our sales and pricing; increases in the cost of material, energy and other production costs, or unexpected costs that
cannot be recouped in product pricing; the introduction of competing technologies; unexpected technical or marketing difficulties; unexpected
claims, charges, litigation or dispute resolutions; new laws and governmental regulations, including changes in tax laws, tax treaties or tax
regulations. We do not assume any obligation to update these forward-looking statements.
                                                            Eaton Profit Forecast

Profit Forecast including Bases and Assumptions
1. General
Eaton Corporation (collectively with its subsidiaries, referred to herein as the “Group”) made the following public statement on July 23, 2012
within its second quarter earnings release:
“Absent any impact from the completion of the Cooper transaction, our guidance for operating earnings per share, which exclude charges to
integrate our recent acquisitions, is between $4.20 and $4.50 and for net income per share is between $4.09 and $4.39.”

Operating earnings per share is defined as net income per share, adjusted to exclude acquisition integration charges, divided by weighted
average diluted shares. Weighted average diluted shares is calculated by adding incremental shares from assumed conversions of stock options,
net of assumed share repurchases, and restricted stock awards to the weighted average basic shares outstanding.

The statement above regarding operating earnings per share and net income per share for the year ending December 31, 2012 constitutes a
profit forecast (“ Eaton Profit Forecast ”) for the purposes of Rule 28 of the Irish Takeover Rules (Irish Takeover Panel Act, 1997 Takeover
Rules, 2007).

2. Basis of preparation
The Eaton Profit Forecast has been prepared on a basis consistent with the accounting policies adopted by Eaton which are in accordance with
U.S. GAAP and those adopted in the preparation of the interim financial statements for the six months ended June 30, 2012, and those expected
to be adopted in the financial statements for the year ending December 31, 2012.

The Eaton Profit Forecast was based on the interim unaudited accounts for the six months ended June 30, 2012 and a forecast for the six
months ending December 31, 2012 and on the basis that the proposed acquisition of Cooper Industries plc does not complete before
December 31, 2012 and excludes any costs related to the completion of the acquisition.

Eaton does not expect the Eaton Profit Forecast to be materially impacted by acquisitions or disposals of businesses not previously disclosed.

3. Assumptions
The Eaton Directors have approved the Eaton Profit Forecast on the basis of the following assumptions:
Specific assumptions adopted by the Eaton Directors
• End markets and hence sales earned by Eaton will grow over the levels achieved in 2011 overall by 3.5% for all of 2012. The assumed end
market growth by segment follows:

                                                                                     FY12 Forecast End Market Growth
                                                                                       (Year-Over-Year growth %)
             Segment Index                                               US Growth              Non-US Growth              Total
             Electrical Americas Index                                           9%                          5%                8%
             Electrical Rest of World Index                                    N/A                          (3 )%             (3 )%
             Hydraulics Index                                                    8%                         (1 )%              3%
             Aerospace Index                                                     1%                          8%                4%
             Truck Index                                                        11 %                        (4 )%              2%
             Automotive Index                                                   10 %                         1%                3%
             Consolidated Market Index                                           8%                         (1 )%            3.5 %
• Sales growth will exceed the end market growth forecast by 40% or $225 million during 2012.
• Total segment operating margins for 2012 will be between 14.5% and 15.0%, and incremental margin will be 29%.
• There will be no material share repurchases, or issuances, in determining weighted average number of diluted shares.

Factors outside the influence or control of the Eaton Directors
• There will be no changes beyond what has already been contemplated, in general trading conditions, economic conditions, competitive
environment or levels of demand, in the countries in which Eaton operates or trades which would materially affect Eaton’s business.
• There will be no material cancellations in respect of orders currently placed with Eaton.
• There will be no business interruptions that materially affect Eaton, its major suppliers or major customers by reason of technological faults,
natural disasters, industrial disruption, civil disturbance or government action.
• There will be no material changes in the price of raw materials, freight, energy, and labor costs.
• There will be no changes in exchange rates, interest rates, bases of taxes, legislative or regulatory requirements that would have a material
impact on Eaton.
                                           Report of Ernst & Young LLP on Eaton Profit Forecast

                                                                                                               Ernst & Young LLP
                                                                                                               8484 Westpark Drive
                                                                                                               McLean, VA 22102
                                                                                                               Tel: +1 (703) 747-1000
                                                                                                                www.ey.com




The Directors                                                                                                                         23 July 2012
Eaton Corporation
Eaton Center
Cleveland, Ohio 44114-2584
USA

Citigroup Global Markets Limited
Citigroup Centre
Canada Square
Canary Wharf
London
E14 5LB

Morgan Stanley & Co. Limited
25 Cabot Square
London
E14 4QA
Dear Sirs
We refer to the profit forecast comprising the statements made by Eaton Corporation (the “Company”) in respect of the operating earnings per
share and net income per share, for the year ending December 31, 2012 (the “ Profit Forecast ”) set out in the Company’s Q2 earnings
announcement dated 23 July 2012. The bases and assumptions upon which the Profit Forecast is based are set out in the appendix hereto. This
report is required by Rule 28.3(a) of the Irish Takeover Panel Act 1997, Takeover Rules, 2007 (as amended) (the “Rules”) and is given for the
purpose of complying with that rule and for no other purpose.

Responsibilities
It is the responsibility of the directors of the Company (“the Directors”) to prepare the Profit Forecast in accordance with the requirements of
the Rules.

It is our responsibility to form an opinion as required by the Rules as to the proper compilation of the Profit Forecast and to report that opinion
to you.

Save for any responsibility that we may have to those persons to whom this report is expressly addressed, to the fullest extent permitted by law
we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a
result of, arising out of, or in connection with, this report.

Basis of preparation of the Profit Forecast
The Profit Forecast has been prepared on the basis stated within the Report and is based on the unaudited interim financial results for the six
months ended 30 June 2012, the unaudited management accounts for the six months
ended 30 June 2012 and a forecast to 31 December 2012. The Profit Forecast is required to be presented on a basis consistent with the
accounting policies of the Group.

Basis of opinion
We conducted our work in accordance with Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom.
Our work included evaluating the basis on which the historical financial information included in the Profit Forecast has been prepared and
considering whether the Profit Forecast has been accurately computed based upon the disclosed assumptions and the accounting policies of the
Group. Whilst the assumptions upon which the Profit Forecast are based (the “Assumptions”) are solely the responsibility of the Directors, we
considered whether anything came to our attention to indicate that any of the Assumptions, which, in our opinion, are necessary for a proper
understanding of the Profit Forecast have not been disclosed or if any material Assumption appears to us to be unrealistic.

We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with
reasonable assurance that the Profit Forecast has been properly compiled on the basis stated.

Since the Profit Forecast and the Assumptions on which it is based relate to the future and may therefore be affected by unforeseen events, we
can express no opinion as to whether the actual results reported will correspond to those shown in the Profit Forecast and differences may be
material.

Our work has not been carried out in accordance with auditing or other standards and practices generally accepted in the United States of
America or other jurisdictions and accordingly should not be relied upon as if it had been carried out in accordance with those standards and
practices.

Opinion
In our opinion, the Profit Forecast has been properly compiled on the basis of the Assumptions as set within the Report and the basis of
accounting used is consistent with the accounting policies of the Group.

Yours faithfully,




Ernst & Young LLP
                                               Report of Morgan Stanley & Co. Limited and
                                        Citigroup Global Markets Limited on Eaton Profit Forecast

                Morgan Stanley & Co. Limited                                        Citigroup Global Markets Limited
                Registered in England and Wales, Number 2164628.                    Registered in England, Number 1763297.
                Authorised and regulated by the Financial Services                  Authorised and regulated by the Financial Services
                Authority                                                           Authority
                Registered office                                                   Registered office.
                25 Cabot Square                                                     Citigroup Centre
                Canary Wharf                                                        Canada Square
                London El4 4QA                                                      Canary Wharf
                United Kingdom                                                      London E14 5LB
                                                                                    United Kingdom

23 July 2012

The Directors
Eaton Corporation
Eaton Centre
Cleveland, Ohio 44114-2584
USA

Attention: Alexander M. Cutler, Chairman and
Chief Executive Officer; President

Dear Sirs
Proposed Acquisition of Cooper Industries plc (“Cooper”) by Eaton Corporation (“Eaton”)
Citigroup Global Markets Limited and Morgan Stanley & Co. Limited (together, “ we ”) refer to the profit forecasts comprising the statements
made by Eaton in respect of the operating earnings per share and net income per share, for the year ending December 31, 2012 (the “ Profit
Forecast ”) set out in Eaton’s Q2 earnings announcement dated 23 July 2012. The bases and assumptions upon which the Profit Forecast is
based are set out in the Letter (as defined below) and will be included in the Proxy Filing to be issued by Eaton and sent to Cooper
shareholders.

We have discussed the Profit Forecast (including the bases and assumptions on which it is made) with you as Directors of Eaton and with Ernst
& Young LLP (“ Ernst & Young ”), Eaton’s reporting accountants. You have confirmed to us that all information relevant to the Profit
Forecast has been disclosed to us.

We have also examined and discussed the accounting policies and bases of calculation for the Profit Forecast with you as Directors of Eaton
and with Ernst & Young. We have also considered the letter from Ernst & Young dated 23 July 2012 addressed to yourselves and ourselves on
this matter (the “Letter”). We have relied upon the accuracy and completeness of all of the financial and other information discussed with us
and have assumed such accuracy and completeness for the purposes of providing this letter to you.

This letter is provided solely to the Directors of Eaton in connection with Rule 28 of the Irish Takeover Panel Act, 1997, Takeover Rules 2007
(as amended) and for no other purpose. Accordingly, save for any responsibility that we may have to the Directors of Eaton to whom this letter
is expressly addressed, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any person
for any loss suffered by any such person as a result of or in connection with this letter or the work undertaken in connection with this letter.
On the basis of the foregoing, each of us considers that the Profit Forecast, for which the Directors of Eaton are solely responsible, has been
made with due care and consideration.

Each of Morgan Stanley & Co. Limited and Citigroup Global Markets Limited has given and not withdrawn its consent to the publication of
the Profit Forecast with the inclusion of this letter and the references to its name in the form and context in which they appear.

Yours faithfully,




Colm Donlon                                                                   Basil Geoghegan
Managing Director                                                             Managing Director
For and on behalf of                                                          For and on behalf of
Morgan Stanley & Co. Limited                                                  Citigroup Global Markets Limited
                                                            Cooper Profit Forecast

Profit Forecast including Bases and Assumptions
1. General
Cooper Industries plc made the following public statement on May 2, 2012 within its first quarter earnings release: “For 2012, we are raising
our guidance for earnings per share from continuing operations to a range of $4.25 to $4.40, up from $4.15 to $4.35, based on the stronger
underlying demand in the industrial and utility markets and a book-to-bill ratio of 108%. This guidance assumes full-year total revenue growth
of 6 to 8 percent and core revenue growth of 5 to 7 percent.”

Earnings per share from continuing operations is defined as income from continuing operations divided by weighted average diluted shares.
Weighted average diluted shares is calculated by adding incremental shares from assumed conversions of stock options, performance shares
and restricted stock awards to the weighted average basic shares outstanding.

The statement above regarding earnings per share from continuing operations for the year ending December 31, 2012 constitutes a profit
forecast (“ Cooper Profit Forecast ”) for the purposes of Rule 28 of the Irish Takeover Rules (Irish Takeover Panel Act, 1997 Takeover Rules,
2007).

On July 25, 2012, in its second quarter earnings release, Cooper Industries plc stated that, because of the previously announced transaction with
Eaton Corporation, Cooper Industries plc has suspended providing earnings guidance updates.

2. Basis of preparation
The Cooper Profit Forecast has been prepared on a basis consistent with the accounting policies adopted by Cooper which are in accordance
with U.S. GAAP and those adopted in the preparation of the interim financial statements for the three months ended March 31, 2012, and those
expected to be adopted in the financial statements for the year ending December 31, 2012.

The Cooper Profit Forecast was based on the interim unaudited accounts for the three months ended March 31, 2012 and a forecast for the nine
months ending December 31, 2012 and on the basis that the proposed acquisition by Eaton Corporation does not complete before December 31,
2012 and excludes any costs related to the completion of the acquisition.

The Cooper Profit Forecast assumes the results will not be materially impacted by acquisitions or disposals of businesses not previously
disclosed.

3. Assumptions
The Cooper Directors have approved the Cooper Profit Forecast on the basis of the following assumptions:
Specific assumptions adopted by the Cooper Directors
 •    End markets and hence sales earned by Cooper will grow over the levels achieved in 2011 overall by 6% to 8% for all of 2012.
      Revenues will be favorably impacted by acquisitions currently completed and not included in prior year revenues by 2.6%. Revenues
      will be unfavorably impacted by changes in currency rates compared to prior year by 0.5%. The assumed growth rates by segment are
      for Energy and Safety Solutions Segment growth for 2012 of 7% to 9% and for Electrical Products Group Segment growth for 2012 of
      5% to 7%.
 •    Total segment operating margins for 2012 will be between 16% and 17%, and incremental margin will be between 21.5% and 22.5%
      overall.
 •    There will be no material share repurchases, or issuances, in determining weighted average number of diluted shares.

Factors outside the influence or control of the Cooper Directors
 •    There will be no changes beyond what has already been contemplated, in general trading conditions, economic conditions, competitive
      environment or levels of demand, in the countries in which Cooper operates or trades which would be materially affect Cooper’s
      business.
 •    There will be no material cancellations in respect of orders currently placed with Cooper.
 •    There will be no business interruptions that materially affect Cooper, its major suppliers or major customers by reason of technological
      faults, natural disasters, industrial disruption, civil disturbance or government action.
 •    There will be no material changes in the price of raw materials, freight, energy, and labor costs.
 •    There will be no changes in exchange rates, interest rates, bases of taxes, legislative or regulatory requirements that would have a
      material impact on Cooper.
                                          Report of Ernst & Young LLP on Cooper Profit Forecast




13 September 2012
The Directors
Cooper Industries plc
600 Travis St # 5600,
Houston, TX 77002
USA
Goldman, Sachs & Co.
200 West Street
New York, NY 10282
USA

Dear Sirs
We report on the profit forecast comprising the earnings per share from continuing operations (“EPS”) of Cooper Industries plc (the
“Company”) and its subsidiaries (together the “Group”) for the year ending 31 December 2012 (the “Profit Forecast”). The Profit Forecast, and
the material assumptions upon which it is based, are set out on pages 286 to 287 of the Scheme Document (the “Document”) issued by the
Company dated 14 September 2012. This report is required by Rule 28.3(a) of the Irish Takeover Panel Act 1997, Takeover Rules 2007 (as
amended) (the “Rules”) and is given for the purpose of complying with that rule and for no other purpose.
Accordingly we assume no responsibility in respect of this report to the Offeror or any person connected to, or acting on concert with, the
Offeror or to any other person who is seeking or may in future seek to acquire control of the Company (an “Alternative Offeror”) or to any
other person connected to, or acting in concert with, an Alternative Offeror.

Responsibilities
It is the responsibility of the directors of the Company (“the Directors”) to prepare the Profit Forecast in accordance with the requirements of
the Rules.
It is our responsibility to form an opinion as required by the Rules as to the proper compilation of the Profit Forecast and to report that opinion
to you.

Basis of preparation of the Profit Forecast
The Profit Forecast has been prepared on the basis stated on page 286 of the Scheme Document and is based on the unaudited interim financial
results for the three months ended 31 March 2012, the unaudited management accounts for the nine months ended 31 December 2012 and a
forecast to 31 December 2012. The Profit Forecast is required to be presented on a basis consistent with the accounting policies of the Group.

Basis of opinion
We conducted our work in accordance with Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom.
Our work included evaluating the basis on which the historical financial information included in the Profit Forecast has been prepared and
considering whether the Profit Forecast has been accurately computed based upon the disclosed assumptions and the accounting policies of the
Group. Whilst the assumptions upon which the Profit Forecast are based are solely the responsibility of the Directors, we considered whether
anything came to our attention to indicate that any of the assumptions adopted by the
Directors which, in our opinion, are necessary for a proper understanding of the Profit Forecast have not been disclosed or if any material
assumption made by the Directors appears to us to be unrealistic.
We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with
reasonable assurance that the Profit Forecast has been properly compiled on the basis stated.
Since the Profit Forecast and the assumptions on which it is based relate to the future and may therefore be affected by unforeseen events, we
can express no opinion as to whether the actual results reported will correspond to those shown in the Profit Forecast and differences may be
material.
Our work has not been carried out in accordance with auditing or other standards and practices generally accepted in the United States of
America or other jurisdictions and accordingly should not be relied upon as if it had been carried out in accordance with those standards and
practices.

Opinion
In our opinion, the Profit Forecast has been properly compiled on the basis of the assumptions made by the Directors and the basis of
accounting used is consistent with the accounting policies of the Group.
Yours faithfully
                                             Report of Goldman Sachs & Co. on Cooper Profit Forecast
200 West Street | New York, New York 10282
Tel: 212-902-1000 | Fax: 212-902-3000




The Directors
Cooper Industries plc
Unit F10, Maynooth Business Campus
Maynooth
Ireland

September 13, 2012

Attention: David A. Barta, Senior Vice President and Chief Financial Officer


Dear Sirs,

Proposed Acquisition of Cooper Industries plc (“Cooper”) by Eaton Corporation

We refer to the profit forecast comprising the statements made by Cooper in respect of earnings per share for continuing operations for the year
ending 31 December 2012 set out in Cooper’s Q1 earnings announcement dated 2 May 2012 (the “Profit Forecast”).

We have discussed the Profit Forecast and the bases and assumptions on which it is made with the directors and officers of Cooper and with
Ernst & Young LLP (“Ernst & Young”), Cooper’s auditors. We have also discussed the accounting policies and bases of calculation for the
Profit Forecast with the directors and officers of Cooper and with Ernst & Young. We have also considered Ernst & Young’s letter of today’s
date addressed to you and us on this matter. You have confirmed to us that all information material to the Profit Forecast has been disclosed to
us. We have relied on the accuracy and completeness of all the financial and other information disclosed to us and have assumed such accuracy
and completeness for the purpose of rendering this letter.

On the basis of the foregoing, we consider that the Profit Forecast, for which you as directors of Cooper are solely responsible, has been made
with due care and consideration.

This letter is provided to you solely in connection with Rule 28 of the Irish Takeover Panel Act, 1997, Takeover Rules 2007 (as amended) and
for no other purpose. No person other than the directors of Cooper can rely on the contents of this letter and, to the fullest extent permitted by
law, we exclude all liability to any other person other than the directors of Cooper in respect of this letter or the work undertaken by us in
connection with this letter.

Yours faithfully,
Goldman, Sachs & Co.

				
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